Canadian Securities Laws. 2.64.1 The Company is a reporting issuer in the Provinces of British Columbia and Alberta, is not in default of any material requirement of the Canadian Securities Laws of the Province of British Columbia and Alberta and is not included on a list of defaulting reporting issuers maintained by the securities regulators of such jurisdictions.
2.64.2 The Company is in compliance in all material respects with its timely and continuous disclosure obligations under the Canadian Securities Laws of the Provinces of British Columbia and Alberta and the Company is not in default of its filings under, nor has it failed to file or publish any document required to be filed or published under the Canadian Securities Laws of the Provinces of British Columbia and Alberta and, without limiting the generality of the foregoing, there has not occurred any Material Adverse Change since the respective dates as of which information is given in the Canadian Public Disclosure Documents which has not been publicly disclosed on a non-confidential basis and the Company has not filed any confidential material change reports since the date of such statements which remain confidential as at the date hereof.
2.64.3 The Canadian Public Disclosure Documents contain no untrue statement of a material fact as at the dates thereof nor do they omit to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Canadian Securities Laws.
2.64.4 There are no reports or information that, in accordance with the requirements of the Canadian Securities Regulators or Canadian Securities Laws, must be made publicly available in connection with the Offering that have not been made publicly available as required. There are no documents required to be filed with the Canadian Securities Regulators in connection with the Offering that have not been filed as required, other than the filing of the Registration Statement and any post-closing filings required to be made by the Company pursuant to the Canadian Securities Laws.
Canadian Securities Laws. The Company will use commercially reasonable efforts to comply with all requirements imposed upon it by the (x) Canadian Securities Laws as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Shares as contemplated by the provisions hereof and the Prospectuses.
Canadian Securities Laws. The distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus requirements of applicable Securities Laws in Canada either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions in Canada under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities).
Canadian Securities Laws. It will not, and will ensure that its affiliates do not, offer for sale, solicit offers to purchase, sell or carry out any act in connection with the sale of, Securities, in Canada or to or for the account of Canadian resident investors.
Canadian Securities Laws. The Company has complied with all Canadian Securities Laws required to be complied with by the Company to distribute the Shares to Investors in the Canadian Qualifying Jurisdictions on a basis exempt from the prospectus requirements of Canadian Securities Laws.
Canadian Securities Laws. (i) At the Closing Date, each Company Stockholder shall not be a resident in British Columbia and is acquiring the Merger Shares as principal.
(ii) Parent is relying on an exemption from the requirement to provide the Company Stockholder with a prospectus under applicable Canadian Securities Laws and, as a consequence of acquiring the Merger Shares pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, will not be available to the Company Stockholder, and the Company Stockholder may not receive information that would otherwise be required to be provided to it under applicable securities laws.
(iii) The Merger Shares will be subject to statutory resale restrictions under applicable Canadian Securities Laws, and the Company Stockholder covenants that it will not resell the Merger Shares except in compliance with such applicable Canadian Securities Laws and the Company Stockholder acknowledges that it is solely responsible (and Parent is not in any way responsible) for such compliance.
(iv) Company Stockholder acknowledges that it has been notified by Parent: (a) (i) of the delivery to the British Columbia Securities Commission (the “BCSC”) of certain personal information pertaining to the Company Stockholder, including the Company Stockholder's full name, address and telephone number, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the BCSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of British Columbia; and (iv) that the Company Stockholder may contact the public official at the BCSC at P.O. Box 10142, Pacific Centre, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, or at (000) 000-0000 or 1-800-373-6393, or by facsimile at (000) 000-0000 or email at xxxxxxxxx@xxxx.xx.xx regarding any questions about the BCSC’s indirect collection of this information.
(v) Company Stockholder acknowledges and consents to: (i) the fact that Parent is collecting personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable simi...
Canadian Securities Laws. (a) Such Partner is aware that (i) its Interest is subject to hold periods and other restrictions on resale pursuant to the provisions of applicable Canadian securities legislation (the “Legislation”), (ii) the Partnership has made no representations with respect to such hold periods or resale restrictions, and (iii) such Partner has been advised to seek independent legal advice with respect to any such hold periods or resale restrictions.
(b) Such Partner is aware that the Partnership is not a public company or a “reporting issuer” as defined in the Securities Act (British Columbia) and its Interest has been issued as an exempt distribution, and no filings, clearances or reviews under the Legislation have been or will be made in connection with the distribution.
(c) Such Partner acknowledges that the offer, sale and issuance of its Interest by the Partnership to such Partner is exempt from the prospectus requirements under the Legislation and, as a result: (i) such Partner may not have received information that would otherwise be required under the Legislation or be contained in a prospectus prepared in accordance with the Legislation, (ii) such Partner is restricted from using most of the protections, rights and remedies available under the Legislation, including statutory rights of rescission or damages, and (iii) the Partnership is relieved from certain obligations that would otherwise apply under the Legislation.
Canadian Securities Laws. (a) As at the date hereof, the Company is a reporting issuer not in default under the securities laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec.
(b) As at the date hereof, there are fewer than 50 Shareholders who are resident in Quebec according to the addresses entered in the records of the Company or in the records of dealers acting as nominees.
(c) As at the date hereof, the Shareholders resident in Quebec according to the records of the Company and the records of dealers acting as nominees own less than 2% of the Shares.
Canadian Securities Laws. GF Netherlands acknowledges that:
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Asanko Subscription Shares;
(ii) there is no government or other insurance covering the Asanko Subscription Shares;
(iii) there are risks associated with the subscription for the Asanko Subscription Shares;
(iv) there are restrictions on GF Netherlands’ ability to resell the Asanko Subscription Shares and it is the responsibility of GF Netherlands to find out what those restrictions are and to comply with them before selling any of the Asanko Subscription Shares; and
(v) Asanko has advised GF Netherlands that Asanko is relying on an exemption from the requirements to provide GF Netherlands with a prospectus and to sell the Asanko Subscription Shares through a person or company registered to sell securities under Canadian Securities Laws and, as a consequence of acquiring the Asanko Subscription Shares pursuant to this exemption, certain protections, rights and remedies provided by the Canadian Securities Laws, including statutory rights of rescission or damages, will not be available to GF Netherlands.
Canadian Securities Laws. In addition to the representations and warranties set forth above, for purposes of complying with Canadian securities laws applicable to the Company, the Investor represents and warrants to the Company that it is purchasing the Shares as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Shares, and if the Investor is acting for a principal, such principal is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to resale or distribution, and such Investor is either (a) an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”); provided however: (i) it was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106, and (ii) it has concurrently executed and delivered an “Accredited Investor’s Representation Letter” in the form attached to this Subscription Agreement as Schedule A (including Appendix B to Schedule A thereto if the Investor is an individual) and specifically represents and warrants that one or more of the categories set forth in Appendix A attached to the Accredited Investor’s Representation Letter, in all respects, describes the Investor and will describe the Investor as at the time of Closing, and the Investor has so indicated by initialing next to the category in such Appendix A which so described it; or (b) is purchasing the Shares pursuant to another exemption from the prospectus and registration requirements (particulars of which have been enclosed herewith by the Investor, subject to the satisfaction of the Company) available to such Investor under applicable Canadian securities laws and shall deliver to the Company such further particulars of the exemption(s) and the Investor’s qualifications thereunder as the Company or its counsel may request.
